Wyoming Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-02569BG
• Format: Word; Rich Text

Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction. A Wyoming Shareholders' Agreement is a legally binding document between two shareholders of a closely held corporation based in Wyoming. This agreement outlines the rights, responsibilities, and obligations of each shareholder and serves as a comprehensive framework to govern the relationship and operations of the corporation. The agreement includes provisions specifically addressing buy-sell arrangements, which are crucial for protecting the interests of shareholders and ensuring smooth transitions when certain events occur. In the case of closely held corporations, where shares may be held by a limited number of individuals, these buy-sell provisions become even more significant. Wyoming Shareholders' Agreements with Buy-Sell Provisions can be categorized into various types based on the specific circumstances and preferences of the shareholders involved. Some common types include: 1. Fixed Price Agreement: This type of agreement establishes a predetermined fixed price at which shares must be bought or sold in the event of triggering events such as death, disability, retirement, or voluntary withdrawal. This ensures that shareholders have a clear valuation and can swiftly resolve issues without prolonged negotiations. 2. Formula Agreement: In this type of agreement, a predetermined formula is used to calculate the share price based on various factors such as book value, earnings, or a combination of financial metrics. This allows for a more dynamic valuation based on the current financial health of the corporation. 3. Shotgun Agreement: A shotgun agreement provides an alternative mechanism in case of deadlock situations or irreconcilable differences between shareholders. This provision allows one shareholder to offer a price for the other shareholder's shares, either buying them or selling their own shares at the offered price. The other shareholder then has a choice to either accept the offer and sell their shares or buy the offering shareholder's shares at the proposed price. 4. Right of First Refusal Agreement: This type of agreement grants existing shareholders the first opportunity to buy or refuse shares that are being sold by another shareholder. If a shareholder intends to sell their shares, they must first offer them to the other shareholder(s) at a specified price. This provision ensures that existing shareholders maintain control and prevents unwanted or unknown third parties from becoming shareholders in the closely held corporation. 5. Put-Call Agreement: A put-call agreement provides a mechanism where one shareholder (the "caller") has the right to either sell their shares or buy the other shareholders (the "putter") shares at a predetermined price within a specified period. This type of agreement provides flexibility for shareholders to initiate a transaction based on their individual circumstances. Wyoming Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions aims to protect the interests of shareholders, establish a fair valuation process, ensure a smooth transition during triggering events, and guarantee the stability and success of the closely held corporation. It is important for shareholders to consult legal professionals with expertise in Wyoming corporate law to draft an agreement that meets their specific needs and complies with applicable state regulations.

A Wyoming Shareholders' Agreement is a legally binding document between two shareholders of a closely held corporation based in Wyoming. This agreement outlines the rights, responsibilities, and obligations of each shareholder and serves as a comprehensive framework to govern the relationship and operations of the corporation. The agreement includes provisions specifically addressing buy-sell arrangements, which are crucial for protecting the interests of shareholders and ensuring smooth transitions when certain events occur. In the case of closely held corporations, where shares may be held by a limited number of individuals, these buy-sell provisions become even more significant. Wyoming Shareholders' Agreements with Buy-Sell Provisions can be categorized into various types based on the specific circumstances and preferences of the shareholders involved. Some common types include: 1. Fixed Price Agreement: This type of agreement establishes a predetermined fixed price at which shares must be bought or sold in the event of triggering events such as death, disability, retirement, or voluntary withdrawal. This ensures that shareholders have a clear valuation and can swiftly resolve issues without prolonged negotiations. 2. Formula Agreement: In this type of agreement, a predetermined formula is used to calculate the share price based on various factors such as book value, earnings, or a combination of financial metrics. This allows for a more dynamic valuation based on the current financial health of the corporation. 3. Shotgun Agreement: A shotgun agreement provides an alternative mechanism in case of deadlock situations or irreconcilable differences between shareholders. This provision allows one shareholder to offer a price for the other shareholder's shares, either buying them or selling their own shares at the offered price. The other shareholder then has a choice to either accept the offer and sell their shares or buy the offering shareholder's shares at the proposed price. 4. Right of First Refusal Agreement: This type of agreement grants existing shareholders the first opportunity to buy or refuse shares that are being sold by another shareholder. If a shareholder intends to sell their shares, they must first offer them to the other shareholder(s) at a specified price. This provision ensures that existing shareholders maintain control and prevents unwanted or unknown third parties from becoming shareholders in the closely held corporation. 5. Put-Call Agreement: A put-call agreement provides a mechanism where one shareholder (the "caller") has the right to either sell their shares or buy the other shareholders (the "putter") shares at a predetermined price within a specified period. This type of agreement provides flexibility for shareholders to initiate a transaction based on their individual circumstances. Wyoming Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions aims to protect the interests of shareholders, establish a fair valuation process, ensure a smooth transition during triggering events, and guarantee the stability and success of the closely held corporation. It is important for shareholders to consult legal professionals with expertise in Wyoming corporate law to draft an agreement that meets their specific needs and complies with applicable state regulations.